Management Change - Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Fiscal Year 2023 Management Cash Compensation Plan

On March 9, 2023, the Board adopted an annual incentive compensation plan for officers (including the Company's named executive officers) and certain senior managers of the Company and its subsidiaries for the fiscal year ending October 31, 2023 (the "2023 Compensation Plan"). Under the 2023 Compensation Plan, each participant is eligible to receive a cash payment after the end of the fiscal year as a short-term incentive. On January 11, 2023, the participants were granted incentive equity awards of restricted stock and options to purchase the Company's common stock, as disclosed on a Form 8-K filed on January 18, 2023.

Cash Incentives. Under the 2023 Compensation Plan, cash incentive bonuses, if any, will be paid to certain officers and senior managers based upon (i) the Company's achievement of specified financial goals and (ii) on the Board's discretionary review of each participant's performance during fiscal 2023. The corporate goals will apply equally to all participating officers and managers. The subjective performance of each officer will be evaluated and determined by the Compensation Committee, in its sole discretion, after consultation with the Company's Chief Executive Officer.

The minimum, target and maximum cash bonus payable to the Chief Executive Officer is, respectively, 0%, 75% and 112.5% of his annual base salary, depending on achievement of the specified goals. For the other participants, the minimum bonus is 0%, the target bonuses range from 25% to 50% of base pay, and the maximum cash bonus payable ranges from to 37.5% to 75% of the recipient's fiscal 2023 annual base salary. Bonuses will be weighted and based on (i) the Company's achievement of certain fiscal 2023 revenues (weighted 30%), (ii) fiscal 2023 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 60%), and (iii) a subjective evaluation of each individual's performance (weighted 10%). The calculation of adjusted EBITDA will exclude the impact of one-time charges related to transaction related expenses, severance payments, relocation costs, earn-out payments or reversals, other non-recurring items, executive bonus payments and equity compensation expenses accrued to management. The Board and the Compensation Committee reserve the right to modify these goals, criteria and target percentage at any time, and to grant bonuses to the participants even if the performance goals are not met. In addition, the Board and Compensation Committee may modify the bonus plan targets to reflect significant changes in Company's business, including changes due to acquisitions or dispositions of businesses or product lines. The 2023 bonuses will be paid within 75 days after the end to the fiscal year to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.